As it became known to Kommersant, an attempt by the Danish manufacturer of components for renewable energy sources Vestas to leave the Russian Federation may result in lengthy litigation. The company in 2022 decided to liquidate Vestas Rus and VM-Rus. But instead of paying off creditors, Vestas Rus tried to take out 60 blades for wind farms worth €10 million. Some of them were arrested as part of a criminal case initiated after Vestas withdrew from the investment agreement with the Russian Federation. Another dispute arose around Vestas’ debt to Vestas Rus. As part of the bankruptcy of the Russian structure, the manager wants to hold Vestas shareholders and the liquidator liable. But it will be difficult to enforce the court’s decision, lawyers say.
The Danish Vestas, which decided to liquidate its legal entities in the Russian Federation, is unsuccessfully trying to launch a controlled bankruptcy of its subsidiary Vestas Rus, follows from the case materials studied by Kommersant.
The Moscow Arbitration Court declared Vestas Rus bankrupt on May 10 at the request of the liquidator of the company Anna Fedoseyeva and chose a bankruptcy trustee independent of the Danes. The liquidator tried to change the manager, but could not convince the Ninth Arbitration Court of Appeal. At the appeal stage, judging by the court ruling, she wanted to prove the manager’s affiliation with Vestas Rus, and at the appeal she would try to demonstrate his affiliation with creditors.
Liquidation with relocation
The Danish Vestas was one of the first in the Russian power industry to announce its withdrawal from the country after the outbreak of hostilities in Ukraine in the spring of 2022. The company chose the most uncompromising path of complete liquidation.
Vestas had two legal entities in Russia: LLC Vestas Manufacturing Rus (VM-RUS), a manufacturer of blades in Ulyanovsk and nacelles in Dzerzhinsk for wind farms, and LLC Vestas Rus, an equipment supplier. The company almost immediately, on its own initiative, stopped the supply of wind turbines to the Russian Federation, and in the summer of 2022, its VM-RUS structure terminated the special investment contract (SPIC) for the production of blades, concluded with the government of the Ulyanovsk Region and the Ministry of Industry and Trade of the Russian Federation in 2018. In the Unified State Register of Legal Entities, an entry on the liquidation of VM-RUS appeared on September 22, 2022, and Vestas Rus on September 26.
The shareholders fired the management and appointed Anna Fedoseeva as the liquidator of both companies, who, according to Kommersant, was previously involved in logistics in the Russian structures of Vestas.
According to the law, the liquidator of a legal entity must first pay off all creditors, and then give the rest of the money and property to the ultimate owners. However, Vestas acted differently.
In August 2022, Vestas and Vestas Rus signed a specification for a framework agreement from 2019 for the supply of 60 blades to Germany and Denmark worth about €10 million, Vestas Rus arbitration manager Ivan Baskov from the Association MSRO AU told Kommersant. According to him, the specification for the contract was signed by the former general director of Vestas Rus, and the contract for transportation was signed by the liquidator.
In October-November 2022, Vestas Rus began to export blades from Ulyanovsk to St. Petersburg, and then by sea to the EU. But only half was sent to Europe – a batch of 30 blades was arrested at customs in Kronstadt as part of a criminal case initiated by the Ministry of Internal Affairs for the Ulyanovsk Region on September 30, follows from the words of the liquidator Anna Fedoseyeva.
The criminal case, according to her information, was initiated on the grounds of paragraph “b” of Part 2 of Art. 165 of the Criminal Code (causing damage on an especially large scale) against unidentified persons from among the employees, managers and founders of VM-RUS. The reason is the refusal to comply with the SPIC, according to which the company received tax benefits in the amount of more than 400 million rubles. But the liquidator believes that the blades were arrested erroneously, since they belonged to Vestas Rus, which does not appear in the case.
Ivan Baskov did not find confirmation of payment for 30 blades in the bank statements of Vestas Rus. The carriage, worth €1.67 million, was only partly paid for. The manager’s request to Vestas to pay for the goods remains unanswered so far. Mr. Baskov plans to challenge the deal. Anna Fedoseeva refused to discuss this information. Former CEO of Vestas Rus Kimal Yusupov and former CEO of VM-RUS Sergey Fedchenko declined to comment.
6 billion rubles
is the debt of the Danish Vestas to its Russian structure Vestas Rus.
Even more vague is the situation with the debt of the Danish Vestas to the Russian structure. Judging by the accounting reports, Vestas Rus issued a loan of 8 billion rubles to Vestas in 2021. Vestas returned 2 billion rubles to the Russian company, and the fate of the remaining debt for 6 billion rubles. unknown, emphasizes Ivan Baskov: “This loan does not appear in the interim liquidation balance sheet compiled by the liquidator.”
Mr. Baskov turned to Vestas with a request to repay the debt and report on the status of the settlements. Anna Fedoseeva told Kommersant that she had provided the loan documents to the manager, noting that the loan “should have been returned in June 2022.”
Finding Subsidiarily Responsible
Bankruptcy manager Ivan Baskov plans to bring the Danish shareholders of Vestas to subsidiary liability. Along with the foreign founders, according to the totality of the documents studied, the liquidator Anna Fedoseeva is also subject to liability, says Mr. Baskov, naming among the reasons “transactions made to the detriment of creditors, concealment of information about the loan and failure to submit reports.”
The return of the loan would be enough to pay off debts to all creditors. Now the volume of claims of independent creditors exceeds 1.5 billion rubles.
The largest debt in the amount of 1 billion rubles is the claims of Vindar Severstal (JV Severstal and the Spanish Windar Renovables), which produced towers for Vestas Rus, but did not receive payment for them. The debt to logistics companies for the transportation and storage of blades is about 500 million rubles.
There is also an intra-group demand: VM-RUS requires 1.5 billion rubles from Vestas Rus. for the supply of blades. Later, creditors will decide the fate of Vestas Rus property, including blades and towers that can be put up for auction.
Distortion or non-transfer of accounting documents may become a reason for bringing to subsidiary liability, if because of this it is impossible to challenge transactions or find property, says Case by Case lawyer Yulia Mikhalchuk. Most often, in practice, they involve directors and owners of a bankrupt, less often a liquidator, she clarifies, however, claims against the latter may be related precisely to the non-transmission of information about the company.
Theoretically, the disconnection of Russian banks from SWIFT could become an obstacle for the Danish company to transfer funds under a loan in 2022, says Boris Glushenkov, a lawyer at Stonebridge Legal. EMPP lawyer Mergen Doraev believes that it was possible to open accounts in other banks for settlements and even make settlements in the currencies of third countries.
However, even if the manager succeeds in bringing the Danish company to subsidiary liability, it is unlikely that the decision of the Russian court will be enforced in the EU, says Alexandra Berezhnaya, Senior Associate at Intana Legal.
It will be problematic to launch the process of execution of the decision in the EU, Mergen Doraev emphasizes, since for this it is necessary to notify the foreign defendant through the Ministry of Justice, but many countries have stopped contacts with him.
VM-RUS still has enough money to pay off the claims of all creditors, Anna Fedoseeva assured Kommersant: on July 13, she began collecting price offers for the purchase of equipment and products of the company.
“Kommersant” got acquainted with a reduced list of property from 267 items, including molds (forms for baking blades of the Vestas brand), a pultrusion machine, vacuum pumps and a crane system. “We have already received quite a lot of proposals, all interested parties are somehow connected with the wind energy market,” says Ms. Fedoseeva.
However, VM-RUS cannot start trading due to the seizure of accounts in CB Citibank JSC and all property as part of a criminal case, the liquidator claims: “A long-term seizure of funds is moving the company to the verge of bankruptcy.”
The arrests of the accounts and property of VM-RUS and the property of Vestas Rus, emphasizes Anna Fedoseeva, “actually paralyzed the activities of both companies, which led to an increase in accounts payable by a multiple, since no payments are made.”
The liquidator considers the ongoing criminal prosecution unfounded, noting that VM-RUS has returned all tax benefits granted under the SPIC in 2018-2021. In particular, on June 23, VM-RUS transferred 392.94 million rubles. to the budget of the Ulyanovsk region, and on July 17 – 69.34 million rubles. to the federal budget. The money, Anna Fedoseeva specified, was transferred from the arrested account with the permission of the investigator. According to her, the case was initiated at the request of the government of the Ulyanovsk region and the authorities of the region have already sent the investigator “an application to close the criminal case in connection with the full settlement of all requirements.”
The Ministry of Industry and Trade of the Russian Federation and the government of the Ulyanovsk region confirmed the transfer of funds to Kommersant. Other information “can be provided only by the investigating authorities,” the press service of the regional government added. The prosecutor’s office of the region refused to give explanations on the merits, the Ministry of Internal Affairs for the Ulyanovsk region did not answer Kommersant.